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Exhibit 3.2




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PageARTICLE IDEFINITIONSSection 1.1
    
    Definitions.
    
    
    1ARTICLE IIORGANIZATIONSection 2.1
    
    Name, Location of Office.
    
    
    4Section 2.2
    
    Registered Office in Delaware.
    
    
    4Section 2.3
    
    Registered Agent.
    
    
    4Section 2.4
    
    Purposes and Powers.
    
    
    4Section 2.5
    
    Conduct of Business.
    
    
    6Section 2.6
    
    Tax Reporting and Characterization.
    
    
    9Section 2.7
    
    Term.
    
    
    9ARTICLE IIITHE MEMBERSection 3.1
    
    The Member.
    
    
    9Section 3.2
    
    Powers of Member.
    
    
    9Section 3.3
    
    Limited Liability of the Member.
    
    
    10Section 3.4
    
    Special Member.
    
    
    10ARTICLE IVMANAGEMENT OF THE COMPANY; THE BOARD OF MANAGERS; OFFICERSSection 4.1
    
    General Management of the Company.
    
    
    10Section 4.2
    
    Appointment and Term.
    
    
    11Section 4.3
    
    Number; Independent Managers.
    
    
    11Section 4.4
    
    Power to Bind Company.
    
    
    13Section 4.5
    
    Restrictions on the Power of the Managers.
    
    
    13Section 4.6
    
    Duties and Obligations of the Managers.
    
    
    14Section 4.7
    
    Resignation.
    
    
    15Section 4.8
    
    Removal of Managers.
    
    
    15Section 4.9
    
    Filling of Vacancies.
    
    
    15Section 4.10
    
    Managers Compensation.
    
    
    15Section 4.11
    
    Officers.
    
    
    15Section 4.12
    
    Duties of Managers and Officers.
    
    
    15ARTICLE VCAPITAL STRUCTURE AND CONTRIBUTIONSSection 5.1
    
    Capital Structure.
    
    
    15Section 5.2
    
    Capital Contributions.
    
    
    16
 i




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PageARTICLE VIPROFITS AND LOSSES; DISTRIBUTIONSSection 6.1
    
    Profits and Losses.
    
    
    16Section 6.2
    
    Distributions.
    
    
    16ARTICLE VIIEXCULPATION; LIABILITIES: INDEMNIFICATIONSection 7.1
    
    Exculpation.
    
    
    16Section 7.2
    
    Liabilities: Indemnification.
    
    
    16Section 7.3
    
    Amendments: Indemnification.
    
    
    18ARTICLE VIIIMISCELLANEOUSSection 8.1
    
    Dissolution of the Company.
    
    
    18Section 8.2
    
    Amendments.
    
    
    19Section 8.3
    
    Assignments; Additional Members.
    
    
    19Section 8.4
    
    Severability.
    
    
    20Section 8.5
    
    Successors and Assigns.
    
    
    20Section 8.6
    
    Limited Liability Company.
    
    
    20Section 8.7
    
    Waiver of Partition; Nature of Interest.
    
    
    20Section 8.8
    
    Benefits of Agreement; No Third-Party Rights.
    
    
    20Section 8.9
    
    Binding Agreement.
    
    
    20Section 8.10
    
    Headings.
    
    
    20Section 8.11
    
    Governing Law.
    
    
    20Section 8.12
    
    Counterparts.
    
    
    21Exhibit A
    
    Restated Certificate
    
    
    A-1
 ii




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Agreement Company Member
  et seq Act
  Restated Certificate
  
 Definitions this Agreement
 Act
 1




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Affiliate control control controlled by under common control with provided, however,
 Agreement
 Basic Documents
 Board of Managers
 Certificates
 Code
 Company
 Company Assets
 control Affiliate
 Damages
 Designated Assets
 Fiscal Year
 Ford Credit
 Indemnified Party
 Indenture
 Independent Manager
 2




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Insolvency Event
 Manager
 Member provided however
 Notes
 Percentage Interest
 Permitted Transaction
 Person
 Rating Agency
 Rating Agency Condition
 Receivables
 Receivables-backed Interests
 3




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Restated Certificate
 Securities
 Secretary of State
 Special Member
 Substitute Member
 Transfer and Servicing Agreements
 Trusts
 
 Name, Location of Office
 Registered Office in Delaware
 Registered Agent
 Purposes and Powers
 Receivables
 4




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Receivables-backed
Interests Designated Assets
  Transfer and Servicing Agreements
 Notes Certificates Securities provided provided, further
  Indenture
 Permitted Transactions
 5




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Conduct of Business
      6




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provided,
however
   provided, however
     7




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provided provided, further
    8




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Tax Reporting and Characterization
 Term
 
 The Member
 
 Powers of Member
 9




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Limited Liability of the Member
 Special Member provided, however provided, further Substitute Member
 
 General Management of the Company Board of Managers
 10




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Appointment and Term Manager
 Number; Independent Managers
  
 provided however
  Independent Manager
 11




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significant customer of Ford Credit or any of its Affiliates
 significant supplier of Ford Credit or any of its Affiliates
 significant
customer
 significant
supplier
 significant personal services
contract(s) with Ford Credit or any of its Affiliates
 significant contributions from
Ford Credit or any of its Affiliates
 12




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major creditor of Ford Credit or any of its
Affiliates
       Power to Bind Company
 Restrictions on the Power of the Managers
 13




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Duties and Obligations of the Managers
   provided, however
 provided, however
  14




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Resignation
 Removal of Managers provided
 Filling of Vacancies
 Managers Compensation
 Officers
  Duties of Managers and Officers
 15




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Capital Structure Percentage Interest
 Capital Contributions
 
 Profits and Losses
 Distributions
 
 Exculpation provided
 Liabilities: Indemnification
 16




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Indemnified Party Damages
  nolo contendere
  17




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Amendments: Indemnification
 18




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Dissolution of the Company
       Amendments provided provided, further
 Assignments; Additional Members
 provided, however
 19




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provided, however
 Severability
 Successors and Assigns
 Limited Liability Company
 Waiver of Partition; Nature of Interest
 20




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Benefits of Agreement; No Third-Party Rights
 Binding Agreement
 Headings
 Governing Law THIS AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
 Counterparts
 21




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By:
    /s/ Emily E. Smith-SulfaroName:
    Emily E. Smith-SulfaroTitle:
    Assistant Secretary INDEPENDENT MANAGERSBy:
    /s/ Andrew L. StiddAndrew L. StiddAs Independent ManagerBy:
    /s/ Bernard J. AngeloBernard J. AngeloAs Independent Manager 22




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 FORD CREDIT FLOORPLAN LLCBy:[Name]Authorized Person A-1